ContractLicence Agreement • June 23rd, 2006 • Portrait Corp of America, Inc. • Services-personal services • Ontario
Confidential treatment has been requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidential treatment request. Omissions are designated by three asterisks (***). A complete version of this document is being filed separately with the Securities and Exchange Commission.
ContractSupply Agreement • June 23rd, 2006 • Portrait Corp of America, Inc. • Services-personal services • New York
Confidential treatment has been requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidential treatment request. Omissions are designated by three asterisks (***). A complete version of this document is being filed separately with the Securities and Exchange Commission.
AMENDMENT NO. 2 TO AGFA/PCA 2002 SALES CONTRACT2002 Sales Contract • June 23rd, 2006 • Portrait Corp of America, Inc. • Services-personal services
This Amendment (“Amendment”), dated effective as of June 28, 2002, is by and between Agfa Corporation, a Delaware corporation, with its principal place of business at 100 Challenger Road, Ridgefield Park, New Jersey 07660 (“Agfa”), PCA International, Inc., a North Carolina corporation with an address at 815 Matthews-Mint Hill Road, Matthews, North Carolina 28105 (“PCA”), and PCA LLC, a Delaware limited liability company with an address at 815 Matthews-Mint Hill Road, Matthews, North Carolina 28105 (“PCA LLC”).
SUBORDINATION AGREEMENTSubordination Agreement • June 23rd, 2006 • Portrait Corp of America, Inc. • Services-personal services
THIS SUBORDINATION AGREEMENT (this “Agreement”), dated as of July 15,2005, is executed by and between Wells Fargo Foothill, Inc., a California corporation, in its capacity as agent (in such capacity, together with its successors and assigns in such capacity, the “Agent”) for the financial institutions party to the Credit Agreement (as hereinafter defined), Wells Fargo Bank and its affiliates (together with their respective successors and assigns, collectively, the “Lenders”) and AgfaPhoto USA Corporation, a Delaware corporation and assignee of Agfa Corporation (“Creditor”) with respect to the following facts:
AMENDMENT No. 3 TO AGFA/PCA 2002 SALES CONTRACTSales Contract • June 23rd, 2006 • Portrait Corp of America, Inc. • Services-personal services • New York
THIS AMENDMENT, dated as of September 28, 2005 (the “Amendment”), by and among Portrait Corporation of America, Inc, a corporation organized and existing under the laws of the State of Delaware (“Portrait”); PCA International, Inc., a corporation formerly organized and existing under the laws of the State of North Carolina (“PCAT”); PCA LLC, a limited liability company organized and existing under the laws of Delaware (“PCA LLC” and, together with Portrait and PCAI, “PCA”); and AgfaPhoto USA Corporation, a company organized and existing under the laws of the State of Delaware (“AgfaPhoto USA”)
AMENDMENT No, 4 TO AGFA/PCA 2002 SALES CONTRACTSales Contract • June 23rd, 2006 • Portrait Corp of America, Inc. • Services-personal services • New York
THIS AMENDMENT, dated as of October 17, 2005 (the “Amendment”), by and among Portrait Corporation of America, Inc., a corporation organized and existing under the laws of the State of Delaware (“Portrait”); PCA International, Inc, a corporation formerly organized and existing under the laws of the State of North Carolina (“PCAI”); PCA LLC, a limited liability company organized and existing under the laws of Delaware (“PCA LLC” and, together with Portrait and PCAI, “PCA”); and AgfaPhoto USA Corporation, a company organized and existing under the laws of the State of Delaware (“AgfaPhoto USA”).
THIRD AMENDMENT TO CREDIT AGREEMENT, WAIVER, CONSENT AND FORBEARANCE AGREEMENTCredit Agreement • June 23rd, 2006 • Portrait Corp of America, Inc. • Services-personal services • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT, WAIVER, CONSENT AND FORBEARANCE AGREEMENT (this “Amendment”), dated as of June 20, 2006, is entered into by and among the Lenders signatory hereto, WELLS FARGO FOOTHILL, INC., a California corporation, in its capacity as agent for the Lenders and Bank Product Providers (in such capacity “Agent”). PCA LLC, a Delaware limited liability company (“PCA”). each of PCA’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with PCA, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.
Eastman Kodak Company Professional Lab Sales AgreementPortrait Corp of America, Inc. • June 23rd, 2006 • Services-personal services • New York
This agreement between Eastman Kodak Company (“Kodak”) and PCA LLC (“Buyer”) covers a term beginning January 1st, 2006 and ending June 30th, 2007 (“Term”). Neither party is obligated to renew this agreement at the end of the Term nor to extend this agreement beyond the Term.
